Project Energy Reimagined Acquisition Corp. announces that the business combination is expected to be completed in early July 2024.

Menlo Park, California, June 28, 2024 (GLOBE NEWSWIRE) — Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (“PERAC”) announced today that the proposed business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated October 2, 2023 (the “Business Combination Agreement”) between PERAC, Heramba Electric plc (“Holdco”), Heramba Merger Corp., Heramba Limited and Heramba GmbH (“Heramba”), is expected to close in early July 2024, subject to the satisfaction or waiver of all applicable closing conditions.

About Project Energy Reimagined Acquisition Corp.

PERAC is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Important information about the company The combination and where to find it

This announcement does not contain all of the information that should be considered in connection with the Business Combination and is not intended to be the basis for any investment decision or any other decision with respect to the Business Combination. In connection with the Business Combination, Heramba and PERAC, through Holdco, have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (File No. 333-275903) (as amended, the “Registration Statement”) that contains a proxy statement/prospectus that constitutes (i) a proxy statement regarding the Business Combination in connection with the solicitation by PERAC stockholders of proxies to vote in relation to the Business Combination and matters related thereto as described in the Registration Statement and (ii) a prospectus relating to, among other things, the offering of securities to be issued by Holdco in connection with the Business Combination. On March 19, 2024, the SEC declared the Registration Statement effective and Holdco and PERAC filed a definitive proxy statement/prospectus with the SEC. On or about March 19, 2024, PERAC began mailing the definitive proxy statement/prospectus and other relevant documents to its stockholders as of March 1, 2024, the legal record date for voting on the business combination. On March 28, 2024, PERAC stockholders approved the Business Combination and matters related thereto. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELATED DOCUMENTS FILED WITH THE SEC BY PERAC OR HOLDCO WHEN THEY BECOME AVAILABLE, ACCURATE AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HERAMBA, PERAC, HOLDCO AND THE BUSINESS COMBINATION, INCLUDING WITH RESPECT TO THE IMPLIED PRO FORMA ENTERPRISE VALUE OF THE COMBINED COMPANY. Investors and security holders may obtain free copies of the Registration Statement, the definitive proxy statement/prospectus and any amendments or supplements thereto and other related documents filed with the SEC by PERAC or Holdco (in each case, when available) through the website maintained by the SEC at http://www.sec.gov. These documents (when available) may also be obtained free of charge from PERAC upon written request to PERAC at Project Energy Reimagined Acquisition Corp., 1280 El Camino Real, Suite 200, Menlo Park, California 94025.

The story continues

AN INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR ENDORSED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, AND NO AUTHORITY HAS APPROVED OR ENDORSED THE ADVANTAGES OF THE BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY STATEMENT TO THE CONTRARY IS A CRIMINAL.

Warning about predicting the future Reports

Certain statements in this communication that are not historical facts are forward-looking statements for purposes of the Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “appear,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or developments that are not statements of historical facts. These forward-looking statements include, but are not limited to, statements regarding the consummation of the Business Combination and related transactions and the trading of Holdco’s securities on Nasdaq. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Heramba, PERAC and Holdco’s management and are not predictions of actual results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a guarantee, assurance, forecast or definitive statement of fact or probability, and should not be relied upon by any investor as such. Actual events and circumstances are difficult or impossible to predict and will differ from the assumptions. Many actual events and circumstances are beyond the control of Heramba, PERAC and Holdco. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals will not be obtained, will be delayed or will be subject to unexpected conditions that could adversely affect the combined company, the anticipated benefits of the Business Combination or that redemptions by PERAC shareholders will reduce the funds in trust or available to the combined company following the Business Combination, any other closing conditions will not be satisfied or that events or other circumstances will cause the termination of the Business Combination Agreement; (iii) changes in the structure of the Business Combination that may be required or appropriate as a result of applicable law or regulation or as a condition to obtaining necessary regulatory approvals; (iv) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (v) the risk that the Business Combination will disrupt Heramba’s current plans and operations as a result of the announcement and consummation of the Business Combination; (vi) the failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, (iv) competition, the ability of the combined company to profitably grow and manage growth, maintain relationships with customers and suppliers, and retain management and key employees; (vii) the costs related to the Business Combination; (viii) changes in applicable law or regulations; (ix) the outcome of any legal proceedings that may be brought against Heramba, PERAC or Holdco; (x) the effects of competition on Heramba’s future business; (xi) the ability of PERAC, Heramba or Holdco to issue equity or equity-linked securities or obtain debt financing in connection with the Business Combination or in the future; (xii) the enforceability of Heramba’s intellectual property rights, including copyrights, patents, trademarks and trade secrets, and the potential infringement of the intellectual property rights of others; and (xiii) the factors discussed in the “Risk Factors” section of PERAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 17, 2024, and any subsequent Quarterly Reports on Form 10-Q, the Registration Statement and definitive proxy statement/prospectus and other documents filed or to be filed by PERAC and/or Holdco with the SEC. If any of these risks materialize or the assumptions of Heramba, PERAC and Holdco’s management prove incorrect, actual results could differ materially from the results implied in these forward-looking statements. There may be additional risks that neither party, Heramba, PERAC or Holdco currently knows about or that Heramba, PERAC or Holdco currently considers to be immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the expectations, plans or projections of future events and views of Heramba, PERAC or Holdco as of the date of this communication. Heramba, PERAC and Holdco anticipate that subsequent events and developments could cause Heramba, PERAC or Holdco to change their ratings. However, while Heramba, PERAC and Holdco may elect to update these forward-looking statements at some point in the future, Heramba, PERAC and Holdco expressly disclaim any obligation to do so. Nothing in this communication should be construed as a representation by any person that the forward-looking statements contained herein will be achieved or that any anticipated results of such forward-looking statements will be achieved. Accordingly, undue reliance should not be placed on forward-looking statements.

No offer or Solicitation

This communication is for informational purposes only and is not intended to be, and shall not constitute, an offer to sell or exchange, or the solicitation of an offer to sell, exchange, buy or subscribe for, any securities or a solicitation of any vote on approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption under the Securities Act and otherwise as permitted by applicable law.

NO Assurances

There can be no assurance that the Business Combination will be completed, and there can be no assurance that the potential benefits of the Business Combination will be realized if the Business Combination is completed.

Communication

Media:
TomMurphy
[email protected]

Investors:
Prakash Ramachandran
[email protected]